Shortwave_Addendum_Final_03302015.docx

ADDENDUM

52.212-4 Contract Terms and Conditions -- Commercial Items (DEC 2014)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its postacceptance rights --

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233–1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202–1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232–33, Payment by Electronic Funds Transfer--System for Award Management, or 52.232–34, Payment by Electronic Funds Transfer--Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212–5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607–2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608–2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) the schedule of supplies/services;

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) the clause at 52.212–5;

(4) addenda to this solicitation or contract, including any license agreements for computer software;

(5) solicitation provisions if this is a solicitation;

(6) other paragraphs of this clause;

(7) the Standard Form 1449;

(8) other documents, exhibits, and attachments; and

(9) the specification.

(t) System for Award Management (SAM). (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of Subpart 42.12 of the FAR; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations. (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti–Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor's representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

Addendum to FAR 52.212-4 –Contract Terms & Conditions

1. FAR 52.237-3 Continuity of Services (JAN 1991).

(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to (1) furnish phase-in training and (2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer's approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

(End of clause)

2. FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within seven (7) days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least fifteen (15) days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed fifty-five (55) months.

(End of clause)

3. Exercising of Options under the Term of this Contract The BBG reserves the right to exercise unilaterally at its discretion the options in Article II titled “TERM OF THE AGREEMENT” as priced in the Attachment titled “Transmission Schedule and Price Sheet”. The Parties agree that the BBG may partially exercise any options in this Agreement and may do so multiple times up to the point that the option has been fully exercised and funded. The CONTRACTOR, however, will not be entitled to any additional compensation beyond that associated with the amount of hours the BBG orders and the CONTRACTOR provides under the partially exercised amount of the option.

In the event that the BBG does not give written notice to exercise an option, the contract will expire at the end of the existing period of performance (the Base Period or Option Period) as applicable. Additionally, the Parties agree that, in the event the BBG decides not to exercise any options, the BBG will have no further obligation to the CONTRACTOR under this Agreement other than to pay for services actually rendered by the CONTRACTOR to BBG hereunder.

(End of Clause)

4. FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (DEC 2013)

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

(End of clause)

5. FAR 52.252-5 Authorized Deviations in Provisions (Apr 1984)

(a) The use in this solicitation of any Federal Acquisition Regulation (48 CFR Chapter 1) provision with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the provision.

(b) The use in this solicitation of any Federal Acquisition Regulation (48 CFR Chapter 13) provision with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

(End of provision)

6. Notice of BBG FAR Class Deviation pursuant to FAR 1.404:

Federal Acquisition Regulation (FAR) FAR Part 13 Simplified Acquisition Procedures Subpart 13.5-Test Program for Certain Commercial Items

13.500 General (JUL 2014) (DEVIATION)

(End of Clause)

Pursuant to: Public Law (PL) 113-291, § 815 (Dec. 19, 2014); GSA Office of Government Acquisition Policy, CAAC Letter 2015-01 (Dec. 29, 2014), BBG Class Deviation (Mar., 2, 2015).

7. FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/

(End of clause)

and Requirement To Inform Employees of Whistleblower Rights 52.204-4 Printed or Copied Double–Sided on Postconsumer (MAY 2011) Fiber Content Paper

Maintenance

Additional FAR solicitation provisions applicable to this acquisition

1. 52.209-7 Information Regarding Responsibility Matters (JUL 2013)

(a) Definitions. As used in this provision— “Administrative proceeding” means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

“Federal contracts and grants with total value greater than $10,000,000” means—

(1) The total value of all current, active contracts and grants, including all priced options; and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

“Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(b) The offeror [ ] has [ ] does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the offeror checked “has” in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in—

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the System for Award Management database via https://www.acquisition.gov (see 52.204–7).

(End of provision)

2. 52.222-56--Certification Regarding Trafficking in Persons Compliance Plan (MAR 2015)

(a) The term “commercially available off-the-shelf (COTS) item,” is defined in the clause of this solicitation entitled “Combating Trafficking in Persons” (FAR clause 52.222-50).

(b) The apparent successful Offeror shall submit, prior to award, a certification, as specified in paragraph (c) of this provision, for the portion (if any) of the contract that—

(1) Is for supplies, other than commercially available off-the-shelf items, to be acquired outside the United States, or services to be performed outside the United States; and

(2) Has an estimated value that exceeds $500,000.

(c) The certification shall state that—

(1) It has implemented a compliance plan to prevent any prohibited activities identified in paragraph (b) of the clause at 52.222-50, Combating Trafficking in Persons, and to monitor, detect, and terminate the contract with a subcontractor engaging in prohibited activities identified at paragraph (b) of the clause at 52.222-50, Combating Trafficking in Persons; and

(2) After having conducted due diligence, either—

(i) To the best of the Offeror's knowledge and belief, neither it nor any of its proposed agents, subcontractors, or their agents is engaged in any such activities; or

(ii) If abuses relating to any of the prohibited activities identified in 52.222-50(b) have been found, the Offeror or proposed subcontractor has taken the appropriate remedial and referral actions.

(End of provision)

3. 52.252-1 Solicitation Provisions Incorporated by Reference (FEB 1998)

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es):

http://www.acquisition.gov/far/

(End of provision)

LEASE AGREEMENT

BETWEEN

BROADCASTING BOARD OF GOVERNORS

AND CONTRACTOR FOR BROADCASTING TRANSMISSION SERVICES

THIS LEASE AGREEMENT (hereinafter “Agreement”) is between the BROADCASTING BOARD OF GOVERNORS (hereinafter referred to as the "BBG"), an entity of the Government of the United States of America, with its headquarters located at 330 Independence Avenue, SW, Washington, DC, 20237, U.S.A. and ___________________ (hereinafter referred to as the CONTRACTOR), with its headquarters located at _________________________________________. This Agreement in part supplements but does not replace the terms and conditions of clause 52.212-4 titled Contract Terms and Conditions -- Commercial Items (DEC 2014) with Addenda Clauses. This Agreement includes Annex I and Annex II and the Attachments thereto. Any conflict between this Agreement and clause 52.212-4 shall be resolved by giving precedence to clause 52.212-4. The CONTRACTOR is required to bring any potential conflicts between this Agreement and clause 52.212-4 to the attention of the Contracting Officer immediately.

WHEREAS, the CONTRACTOR has agreed to lease shortwave transmitting capacity and provide the related services and facilities to retransmit by shortwave transmission broadcast BBG provided programming in accordance with the terms of this Agreement;

WHEREAS, the CONTRACTOR has agreed to provide all equipment and facilities required to perform the contract, including to provide and maintain all equipment and facilities necessary to accept the BBG’s programming feed and to transmit it by shortwave to the Areas identified. The Government will not furnish property or facilities. There will be no Government Furnished Property (GFP);

WHEREAS, CONTRACTOR has agreed to transmit BBG provided programing to the agreed upon Area or Areas or regions of the Area or Areas required by the BBG under this Agreement with the transmitting equipment described in the CONTRACTOR’S proposal dated________.

NOW, THEREFORE, the BBG and the CONTRACTOR (hereinafter collectively referred to as the “Parties” or singularly referred to as the “Party” to this Agreement) hereby agree as follows:

ARTICLE I – SCOPE OF AGREEMENT

A. During the term of this Agreement, BBG agrees to:

1. Provide BBG’s programming in various languages that it requires for transmission by the CONTRACTOR to [ ] Africa, [ ] Asia, and/or [ ] Eastern European regions. BBG is solely responsible for the content of all BBG provided programming transmitted pursuant to this Agreement. BBG provided programming or segments or excerpts thereof may not be used by the CONTRACTOR in a manner that alters their accuracy, balance, timeliness or context. BBG is entitled to modify, at any time, the content of its programming provided to the CONTRACTOR. The content of all such programming will be consistent with the BBG's broadcasting standards and principles (see ANNEX I); and

2. Deliver BBG programming by [ ] satellite / [ ] terrestrial circuits for transmission by CONTRACTOR by shortwave broadcasts from agreed upon facilities in accordance with the schedule to be provided by BBG after contract award. If full option periods are exercised, the schedule will be revised by the BBG a minimum of twice a year for the summer and winter schedule changes and as otherwise required for BBG to meet its mission requirements in the covered Area or Areas under this Agreement.

2. Transmit BBG programs on the assigned frequency or frequencies, in accordance with attached schedules, seasonal schedules, and/or contract modifications, from a transmitter at the CONTRACTOR’s site/s to [ ] Africa], [ ] Asia and/or [ ] Eastern Europe regions;

3. Ensure the ordinary reliable operation of a transmitter or transmitters (as set forth in the Transmission Schedule and Price Sheet) for this purpose;

4. Ensure that the frequencies used for BBG broadcasts will at all times conform to the technical parameters set forth herein, and will only be used for purposes of broadcasting BBG provided programming subject to content variations approved in accordance with Annex II, A. 1 through 5, which is attached as part of this Agreement, and not for other services;

5. Provide high quality broadcast service of BBG programs in accordance with International Telecommunications Union Radiocommunication Sector (ITU-R) standards;

6. Provide satellite or terrestrial reception equipment suitable for downlink and distribution of BBG programs in accordance with Paragraph A.2. above;

7. Provide adequate facilities, shelter, operation, labor, maintenance and associated services for all site equipment;

8. Notify BBG Network Control Center whenever transmission failures cannot be promptly corrected, or when duration is not known;

9. Return programs to service as quickly as possible, when transmission failures occur;

15. Only use the transmitting equipment described in its proposal dated ______. (Please note that if the CONTRACTOR desires to substitute any transmitting equipment after the effective date of this Agreement, it must first obtain BBG’s written consent.)

ARTICLE II – TERM OF THE AGREEMENT

A. The term of this Agreement shall be for a Base Period beginning June 01, 2015 through December 31, 2015.

This Agreement may be unilaterally extended by BBG for up to four (4) one (1) year Option Periods, at BBG’s discretion subject to the availability of funding, under the same terms and conditions as the Base Period and at the award price in the Transmission Schedule and Price Sheet for the Option Periods. The subsequent Option Periods, if exercised by BBG, will follow the Base Period sequentially for a possible total Agreement term of fifty-five (55: 7 + 48) months. The Base and Option Periods are shown below:

Base Period 06/01/2015-12/31/2015

TBD

Option Period 1 1/01/2016-12/31/2016

Option Period 2 1/01/2017-12/31/2017

Option Period 3 1/01/2018-12/31/2018

Option Period 4 1/01/2019-12/31/2019

B. BBG also reserves the right to require the CONTRACTOR to furnish phase-in, phase-out services for up to ninety (90) days after the contract expires pursuant to FAR 52-237-3 Continuity of Services (JAN 1991) which outlines payment for those services and is incorporated into the Agreement as part of the Addenda to FAR 52.212-4.

C. BBG may extend the term of this Agreement under the FAR 52.217-9 Option to Extend the Term of the Contract clause by written notice to the CONTRACTOR within seven (7) calendar days of the Agreement’s expiration; provided that BBG gives the CONTRACTOR a preliminary written notice of its intent to extend at least fifteen (15) days before the Agreement expires. The preliminary notice does not commit BBG to an extension. FAR 52.217-9 is incorporated into the Agreement as part of the Addenda to FAR 52.212-4.

D. The Parties agree that BBG may partially exercise any option and may do so multiple times up to the point that the option has been fully exercised. The CONTRACTOR, however, will not be entitled to any compensation beyond the lesser of the total amount applicable to the hours that BBG orders and that the CONTRACTOR provides or the total amount applicable to the hours in the partially exercised option. If BBG partially exercises an option, the CONTRACTOR's obligation is to provide the hours that BBG orders, which may be less than the hours associated with the partially exercised option. If BBG partially exercises an option, BBG's partial execution will not imply BBG will exercise the remainder of the option. If BBG partially executes the option and does not execute the remainder of the option, BBG will have no further obligation under the Agreement to the CONTRACTOR, that is, BBG's entire obligation to the CONTRACTOR for a partially exercised option will be to pay for the ordered portion of the partially exercised option.

E. The Parties agree that depending on BBG’s operational broadcasting need, the transmitter hours per day that BBG will order and the CONTRACTOR must provide may vary throughout the period of performance. BBG will only pay the CONTRACTOR for the hours that BBG orders and the CONTRACTOR delivers each day.

ARTICLE III – PAYMENT AND BILLING

A. In consideration of the transmission of BBG provided programming in accordance with the terms of this Agreement, BBG will pay the CONTRACTOR for the broadcast hours it provides BBG in United States Dollars. After the CONTRACTOR has transmitted the programming that BBG ordered and upon receipt by BBG of a proper invoice from the CONTRACTOR, payments will be made by Electronic Fund Transfers (EFT) to a designated bank account for the CONTRACTOR.

B. The CONTRACTOR may commence invoicing after the first month of the CONTRACTOR’s broadcasting of BBG’s programs from the CONTRACTOR’s transmission facility(ies). The CONTRACTOR MAY INVOICE AFTER EACH MONTH OF THE CONTRACTOR’s BROADCASTING. The CONTRACTOR may expect to receive payment within thirty (30) calendar days of BBG’s receipt of a proper invoice. The CONTRACTOR may provide invoices after each month for the services provided during that preceding month. Invoices shall be clearly typed in English and include a unique invoice number for reference purposes.

C. Invoices shall be sent to the Point of Contact (POC) for the Invoice Matters identified in Article XIII.

D. BBG’s obligations under this Agreement are contingent upon the availability of appropriated funds from which payment can be made for services described herein. No legal liability on the part of BBG for any payment for services hereunder may arise until funds are made available to the Contracting Officer for this Agreement and until the CONTRACTOR receives notice of such availability which will be confirmed in writing by the Contracting Officer.

E. (1) The CONTRACTOR may only bill and BBG will only pay for the hours that BBG ordered that the CONTRACTOR provided. The amount BBG will pay will equal the product of: (the number of hours that BBG ordered that CONTRACTOR provided) times (the rate per hour).

(2) If the CONTRACTOR delivered less than a full hour, BBG will only pay for—and the CONTRACTOR may only bill for—the fraction of the hour delivered. If the CONTRACTOR, for example, delivered 15 minutes, it could bill for 15/60 or .25 of an hour. In determining the fraction of the hour delivered, minutes are to be rounded up or down for fractions of a minute. If the CONTRACTOR, for example, delivered 15 minutes and 20 seconds, it could bill for 15/60 or .25 of an hour.

(3) The CONTRACTOR must return any payments it receives in excess of what it was owed immediately. Among other rights it has, the BBG reserves the right to require the CONTRACTOR to return any payments it receives in excess of what it was owed by reducing a subsequent month’s otherwise accurate invoice.

(4) The CONTRACTOR acknowledges that the BBG reserves all rights provided by this Lease Agreement, other contract clauses and provisions, and applicable regulation, statute, and/or other law regarding the submission of inaccurate or otherwise improper invoices. Therefore, among other things BBG will not pay the CONTRACTOR for tariffs, import taxes, exports taxes, custom duties, value added taxes, any other taxes, or any other charges.

F. The BBG intends to change its current invoicing procedures to an optical reading system. The CONTRACTOR may be required in the future to use a standard invoice template. Any costs associated with complying with the invoice change will be at the CONTRACTOR’s expense.

G. The PARTIES agree that the provisions and procedures set forth in this ARTICLE III are in addition to and do not conflict with related subject matter addressed under FAR 52.212-4 Contract Terms and Conditions -- Commercial Items (DEC 2014).

ARTICLE IV – INTERFERENCE

The CONTRACTOR will undertake to challenge at the appropriate level, including international telecommunications regulatory authorities, any harmful interference with the aforementioned frequency licensed to the BBG by any entity, state, or person known or unknown. The CONTRACTOR may request assistance from BBG as necessary.

ARTICLE V – CONTRACTING OFFICER’S REPRESENTATIVE.

The Contracting Officer will appoint by letter a Contracting Officer Representative (COR) who will have the responsibility of ensuring that the work conforms to the requirements of the contract and such other responsibilities and authorities as may be specified in the letter of authorization or this contract. It is understood and agreed, in particular, that the COR shall not have authority to make changes in the scope or terms and conditions of the contract unless and only to the extent that such authority is specified in the letter of authorization or the contract. THE RESULTANT CONTRACTOR IS HEREBY FOREWARNED THAT, ABSENT THE REQUISITE AUTHORITY OF THE COR TO MAKE ANY SUCH CHANGES, IT MAY BE HELD FULLY RESPONSIBLE FOR ANY CHANGES NOT AUTHORIZED IN ADVANCE, IN WRITING, BY THE CONTRACTING OFFICER, MAY BE DENIED COMPENSATION OR OTHER RELIEF FOR ANY ADDITIONAL WORK PERFORMED THAT IS NOT SO AUTHORIZED, AND MAY ALSO BE REQUIRED, AT NO ADDITIONAL COST TO THE GOVERNMENT, TO TAKE ALL CORRECTIVE ACTION NECESSITATED BY REASON OF THE UNAUTHORIZED CHANGES.

ARTICLE VI – SUBCONTRACTING AND ASSIGNMENT

The CONTRACTOR shall not subcontract, delegate or otherwise transfer any part of its obligations under this Agreement nor may it transfer or assign all or any part of this Agreement without the prior written approval of, and upon terms acceptable to the BBG. The prohibition against subcontracting shall not apply to contracts or orders placed by the CONTRACTOR for the purchase of materials and supplies as distinguished from performance of the services by the CONTRACTOR under this Agreement.

ARTICLE VII – DEFINITIONS

ARTICLE VIII – MODIFICATIONS

A. This Agreement represents the entire and complete Agreement between the Parties, and supersedes all prior and contemporaneous agreements, representations and undertakings, written and oral, with respect to the subject matter of this Agreement. No modification changing its scope or terms shall have any force or effect, unless it is in writing and signed by both Parties.

B. Annexes and Attachments to this Agreement form an integral part of this Agreement and may similarly only be modified in writing by the signature of both Parties.

C. This document may be translated into languages other than English; in that event, the English language version shall be the controlling document.

ARTICLE IX –NO GOVERNMENT FURNISHED PROPERTY, EQUIPMENT, FACILITIES

The BBG does not intend to provide any GFP, Government Furnished Equipment (GFE) or facilities necessary to allow performance of this Agreement.

ARTICLE X – COVENANT AGAINST CONTINGENT FEES

(a) The CONTRACTOR warrants that no person or agency has been employed or retained to solicit or obtain this Agreement upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, BBG shall have the right to annul this Agreement without liability or in its discretion to deduct from the contract price or consideration, or otherwise recover the full amount of the contingent fee.

(b) 'Bona fide agency' as used in this clause, means an established commercial or selling agency, maintained by a contractor for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds itself out as being able to obtain any Government contract or contracts through improper influence.

(c) 'Bona fide employee,' as used in this clause, means a person employed by a contractor and subject to the contractor's supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence.

(d) 'Contingent fee' as used in this clause means any commission percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

(e) 'Improper influence', as used in this clause, means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.

ARTICLE XI - OFFICIALS NOT TO BENEFIT

No member or delegate to the Congress of the United States of America, or resident commissioner of the United States, shall be admitted to any share or part of this Agreement, or to any benefit arising from this Agreement.

ARTICLE XII – RELATIONSHIP OF PARTIES

This Agreement does not create a partnership, agency or joint venture between the Parties. All official communications under this Agreement shall be in writing to or between the officials listed in ARTICLE XIII.

ARTICLE XIII - POINTS OF CONTACT

A. All official communications under this Agreement shall be in writing to/between the below-listed official Points-of-Contact (POC) for each respective party, listed below.

B. In the event of a change of a POC or of contract information, each Party agrees to notify the other Party in writing within thirty (30) days thereof. Any notice required to be given under this Agreement shall be in writing and may be delivered either personally or by post, e-mail, or overnight carrier service and shall be deemed given either immediately upon personal delivery, or if posted or sent by overnight carrier service three (3) days after faxing such notice or deposit of same via airmail or with an overnight carrier service.

Contractual Matters:

For CONTRACTOR:

Name:

Title:

Business Address:

Telephone:

Facsimile:

Email:

Business Address:

Invoice Matters:

For CONTRACTOR: Name:

Title:

Business Address:

Telephone:

Facsimile:

Email:

For BBG: See Contracting Officer Representative (COR) letter to be issued after execution of this Agreement. See ARTICLE V.

Technical Matters:

For CONTRACTOR: Name:

Title:

Business Address:

Telephone:

Facsimile:

Email:

For BBG: See Contracting Officer Representative (COR) letter to be issued after execution of this Agreement. See ARTICLE V.

ARTICLE XIV – SEVERABILITY

The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not…